Atos - Registration Document 2016

G Corporate governance and capital G.3

Report of Chairman of the Board of Directors on corporate governance and internal control

corporate governance and internal control Report of Chairman of the Board of Directors on G.3

Dear shareholders,

The rules and principles that the Company used to determine the compensation and benefits attributed to its senior managers and executive officers are described in the “Executive compensation and stock ownership” section of the Registration Document. The rules regarding the shareholders’ participation in General Meetings are described in the “Legal Information” section of the Registration Document. The factors which may have an influence on public takeover bids are described in the “Shareholders Agreements” section of the Registration Document.

since January 1, 2016, and secondly, the internal control procedures set up within the Atos Group. Pursuant to Article L. 225-37 of the French Commercial Code, as Chairman of the Board of Directors of Atos SE (hereinafter the “Company”), let me first of all present the preparation and organization conditions of the works of the Board of Directors February 21, 2017. The Board of Directors approved this report during its meeting of

Corporate Governance

G.3.1

[G4-13], [G4-34], [G4-38], [G4-40] and [G4-41]

Compliance with the AFEP-MEDEF Code - Frame of reference on corporate

G.3.1.1

governance French legislation and rules published by the financial market regulatory authorities apply to the Company’s corporate governance. The Company refers to the Corporate Governance Code of Listed Companies issued by the AFEP-MEDEF (revised version of November 2016) and has decided to use the Code, as soon as published, as a reference in terms of corporate governance, and to follow it up, through an annual Board meeting entirely dedicated to these issues. In that respect, and as happens every year, Atos’ Board of Directors met on December 19, 2016 to perform an annual

employees member of the Participative Committee (body stemming from the European Company Council) who actively Company’s governance practices are compliant with the recommendations of the AFEP-MEDEF Code. participated in the debates, the Board considered that the review of the implementation by the Company of these governance principles. Following this meeting, also attended by entirety on Atos’ website: atos.net. The detail of the Board’s assessment items on the implementation of the AFEP-MEDEF Code is available in its

As at the date of publication of this Registration Document, and in compliance with the rule “Comply or Explain” set forth under article L. 225-37 of the Commercial Code and article 25.1 of the AFEP-MEDEF Code, the Company has deviated from the following provisions for the reasons hereafter indicated:

Recommendation of the AFEP-MEDEF Code

Justification

non-executive Directors (article 18.2 of the AFEP-MEDEF Code) Number of directorships for executive and An Executive Director should not hold more than two other directorships in listed corporations, including foreign corporations, not affiliated with his or her group.

As of December 31, 2016, the Chairman and Chief Executive Officer held three mandates as Director in listed Companies outside the Atos Group, two of them having their registered office abroad: Carrefour (France), Sonatel (Senegal) and Sats (Singapore). the Asian business in particular in the sectors of the applications in IT, On October 1, 2015, the Chairman had accepted a third mandate outside the group, as independent Director of Sats, a listed company in Singapore. The Board of Directors, duly informed, unanimously approved this additional appointment due to the strategic interest of Atos to develop its knowledge of Telecom, Big Data and Security, as was the case for the directorship already accepted by Mr. Breton in Sonatel (for Africa).

Trusted partner for your Digital Journey

252